SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
Listed Company
Estrada de Alfragide, nº. 67
Alfragide, 2614-519 Amadora
Registered Share Capital: € 169.764.398,00
Registered at the Amadora Registrar of Companies
under the single registration and taxpayer no. 503 219 886
NOTICE OF MEETING
Shareholders are hereby called to attend the General Meeting to be held on May 6th 2013, at 17:00
hours, at the Company’s head-office at Estrada de Alfragide, nº. 67, Alfragide, 2614-519 Amadora, with
the following agenda:
1.
2.
3.
4.
5.
6.
7.
Deliberation on the management report and separate financial statements regarding
2012 financial year, and review of the corporate governance report;
Deliberation on the consolidated management report and consolidated financial
statements for the 2012 financial year;
Deliberation on the proposal for profit appropriation.
General appraisal of the Company’s management and supervision;
Deliberation on the Salaries Committee statement on the corporate body and
management remuneration policy;
Appointment of the Statutory Audit Company on the Supervisory Board’s proposal;
Deliberation on the acquisition and sale of treasury stock;
PARTICIPATION AND VOTING PROCEDURES IN THE GENERAL MEETING
Participation of the Shareholders in the General Meeting and the exercising of voting rights shall proceed
in accordance with the Article 23-C of the Portuguese Securities Code, which is of mandatory application.
Shareholders who, at 00:00 hours (GMT) of 26 April 2013 (“Record Date”), the date which corresponds
to the 5th trading day before the General Assembly, hold shares granting them the right to at least one
vote, shall have the right to participate and vote at the General Meeting. Under statutory provisions,
each share corresponds to one vote.
The exercising of the voting and participation rights in the General Meeting is not impaired by the
transfer of the shares in a moment after the Record Date, nor does it depend on the blocking of the
same shares between the Record Date and the General Meeting date.
Shareholders wishing to participate in the General Meeting shall declare such intention in writing to the
Chairman of the General Meeting and to the financial intermediary with whom the account for individual
registration of the securities was opened, at the latest, until 11:59 PM (GMT) of the day prior to the
Record Date, and Shareholders may, for that purpose, use the declaration forms available at the
Company's registered office and on the Company's website www.sag.pt, as of the date in which this
Notice of Meeting is published.
The statement referred to in the preceding paragraph may be transmitted by e-mail, using the Chairman
of the General Meeting’s e-mail [email protected].
Financial intermediaries that are informed of their clients’ intention to participate in the General Meeting
shall send the Chairman of the General Meeting until 11:59 PM (GMT) of the Record Date, the
information concerning the number of shares registered under the name of each of its clients, with
reference to the Record Date, and may for such purpose use the e-mail address [email protected].
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA, Sociedade Aberta
Estrada de Alfragide, nº. 67
Alfragide, 2614-519 Amadora
Capital Social: € 169.764.398,00
Matriculada na CRC da Amadora sob o número único de matrícula e
de pessoa colectiva 503 219 886
Shareholders, who professionally hold shares in their own name but on behalf of clients, may vote
differently with their own shares, provided that, apart from the declaration of participation and the
sending of the above-mentioned information by the relevant financial intermediary, they submit the
following to the Chairman of the General Meeting, until 11:59 PM (GMT) of the day before the Record
Date, providing sufficient and proportionate evidence:
a) identification of each client and the number of shares to be voted on the latter’s behalf, and
b) voting instructions, specified for every item on the Agenda, provided by each client.
Shareholders who have declared their intention to participate in the General Meeting in the abovementioned terms and who transfer the ownership over the shares between the Record Date and the end
of the General Meeting shall immediately give notice of the same to the Chairman of the General
Meeting and to the Securities Commission.
Only Shareholders whose statement, as described above, stating their intention to participate in the
General Meeting has been received by the Chairman of the General Shareholders Meeting until 11:59 PM
of the day prior to the Record Date, will be able to participate, provided that until 11.59 PM (GMT) of the
Date of Record information from the financial intermediary with whom the above mentioned individual
securities record account was opened, has also been received by the Chairman of the General Meeting.
PROCEDURES FOR THE EXERCISING OF THE RIGHTS TO INCLUDE ITEMS IN THE AGENDA, TO
TABLE DRAFT RESOLUTIONS AND TO INFORMATION IN A GENERAL MEETING
The Shareholder or Shareholders who own shares corresponding to, at least 2% of the share capital,
may require the inclusion of items in the agenda. Such a requirement shall be presented in writing, to
the Chairman of General Meeting on the five days following the publication of the present Notice and
shall be accompanied by a draft resolution for each item requested for inclusion.
Shareholder(s) who fulfill the conditions referred in the previous paragraph may also request the
inclusion of draft resolutions relating to matters referred to in the Notice or added thereto. The request
shall be sent in writing, to the Chairman of General Meeting on the five days following the publication of
the present Notice together with the information that should accompany the draft resolution.
Any Shareholder may, during the Meeting, request to be given truthful, complete and thorough
information enabling him/her to form a reasoned opinion on the matters being deliberated on (the duty
to inform includes all companies affiliated with the Company).
The information requested shall be supplied by the relevant corporate body, and may only be refused
should its disclosure likely cause serious loss to the Company, or to an affiliate company, or breach the
legal secrecy duty.
VOTING BY MAIL
Shareholders may exercise their right to vote by post.
Votes by correspondence shall only be deemed valid when received at the registered office of the
Company at least three days prior to the date of the General Meeting, by registered letter with
acknowledgment of receipt, addressed to the Chairman of the General Meeting, without prejudice to the
requirement for timely proof of shareholder status as per the terms above.
To ensure confidentiality of the vote up to the moment of voting, the forms for voting on each item of
the agenda shall be kept in a closed envelope stating “FORM OF VOTING ON ITEM No.__ OF THE
AGENDA”. The envelope(s) containing the form(s) of voting shall be kept inside another envelope
accompanied by a letter written by the Shareholder and addressed to the Chairman of the General
Meeting, sent by registered mail, expressing his/her unequivocal wish to vote by post. The said letter
shall be signed by the holder of the shares or by his/her legal representative and accompanied by a
certified copy of an identification document of the shareholder, in the case of a natural person or, in the
case of a legal person, accompanied by proof of the status and of the powers for the act.
In accordance with Article 15-5 of the Company’s Articles of Association, votes by post will count as
negative votes in relation to proposals presented after the votes were cast.
Votes by post are confidential until the moment of voting and shall be counted at the same time as votes
cast at the shareholders meeting.
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA, Sociedade Aberta
Estrada de Alfragide, nº. 67
Alfragide, 2614-519 Amadora
Capital Social: € 169.764.398,00
Matriculada na CRC da Amadora sob o número único de matrícula e
de pessoa colectiva 503 219 886
Voting forms for exercising the vote by post are available to Shareholders on the date of this Notice on
the Company’s website, www.sag.pt and at the Company’s head-office (during normal business hours).
REPRESENTATION
Shareholders can be represented at the General Meeting by a written, signed document addressed to the
Chairman of the General Meeting, in accordance with Article 380 of the Commercial Companies Code.
From the date of this Announcement, the form for representation in the General Meeting will be available
to Shareholders on the Company’s website, www.sag.pt and at the Company’s head-office (during
normal business hours).
Shareholders (natural or legal persons) shall give notice of the identity of such person to the Chairman
of the General Meeting, by letter sent to the Head-office or to the Chairman of the General Meeting’s email [email protected], at least 3 (three) days in advance of the date set for the meeting.
Shareholders can appoint different representatives for shares held in different securities accounts.
INFORMATION PRIOR TO THE GENERAL MEETING
On the date this Announcement is made public, the forms provided for in Article 289-1 of the
Commercial Companies Act, and on Article 21-C of the Securities Act will be available to Shareholders on
the Company’s website, www.sag.pt and at the Company’s head-office (during normal business hours).
Accounts reporting documents for financial year 2012 will also be made available on the same date on
the Securities Commission Information Publication System.
The minutes of the meeting will be made available within 5 days of the closing of the meeting on the
section relating to General Meetings on the www.sag.pt, website.
Alfragide, 8 April 2013
Chairman of the General Meeting
Lopo Roque de Pinho Cancella de Abreu
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA, Sociedade Aberta
Estrada de Alfragide, nº. 67
Alfragide, 2614-519 Amadora
Capital Social: € 169.764.398,00
Matriculada na CRC da Amadora sob o número único de matrícula e
de pessoa colectiva 503 219 886